INVESTORS

Corporate Governance

*Functional Committees

Remuneration Committe
Convener
Chih-Poung Liou
 Education: LL. M., University of Tokyo (Japan)
 Experience: Managing Partner, Stellex Law Firm.
Committee member
Lewis Lee
 Education: National Chengchi University, Department of Accounting.
 Experience: Partner, PwC, Taiwan.
Committee member
Jih-Ching Chiu
 Education: Ph.D., CSIE, Chiao-Tung University
 Experience: Associate Professor, National Sun Yat-sen University
Committee member
Keng-Shin Lin
 Education: College of Medicine, Taipei Medical University
 Experience: Dean of Dr. Lin’s Healing Clinic
2023.01.13
Major Resolutions
 1. Approved the Standard and Structure of the Manager Remuneration.
 2. Approved the Assessment System of the Manager.
 3. Approved the 2022 Manager Year-End Bonus Disbursement Standard.
 4. Approved the 2022 Year-End Bonus for Managers.
 5. Approved the grade adjustment and salary proposal of the company's managers.
 6. Approved the 2022 Director Performance Evaluation.
 7. Approved the Attendance Fee for the Directors Attending the Board of Directors or Shareholders' meeting.
 8. Approved the company's independent director Chih-Poung Liou's the remuneration of directors, the attendance fee of the Audit Committee and the Remuneration   Committee.
 9. Approved the company's independent director Lewis Lee's the remuneration of directors, the attendance fee of the Audit Committee and the Remuneration   Committee.
 10. Approved the company's independent director Jih-Ching Chiu's the remuneration of directors, the attendance fee of the Audit Committee and the Remuneration Committee.

 Resolution: unanimous consent from all the directors present.
2023.03.15
Major Resolutions
 1. Approved the salary adjustment proposal of the company's managers

 Resolution: unanimous consent from all the directors present.
2023.08.09
Major Resolutions
 1. Approved the election of the convenor and meeting chairperson of the fifth Remuneration Committee.
 2. Approved the company's independent director Chih-Poung Liou's the remuneration of directors, the attendance fee of the Audit Committee and the Remuneration   Committee.
 3. Approved the company's independent director Lewis Lee's the remuneration of directors, the attendance fee of the Audit Committee and the Remuneration   Committee.
 4. Approved the company's independent director Jih-Ching Chiu's the remuneration of directors, the attendance fee of the Audit Committee and the Remuneration   Committee.
 5. Approved the company's independent director Keng-Shin Lin's the remuneration of directors, the attendance fee of the Audit Committee and the Remuneration   Committee.

 Resolution: unanimous consent from all the directors present.
2023.12.11
Major Resolutions
 1. Approved the Proposal of the Manager Remuneration Adjustment.

 Resolution: unanimous consent from all the directors present.
 

 
Audit committee
Convener
Lewis Lee
 Education: LL. M., University of Tokyo (Japan)
 Experience: Managing Partner, Stellex Law Firm.
Committee member
Chih-Poung Liou
 Education: National Chengchi University, Department of Accounting.
 Experience: Partner, PwC, Taiwan.
Committee member
Jih-Ching Chiu
 Education: Ph.D., CSIE, Chiao-Tung University
 Experience: Associate Professor, National Sun Yat-sen University
Committee member
Keng-Shin Lin
 Education: College of Medicine, Taipei Medical University
 Experience: Dean of Dr. Lin’s Healing Clinic
2023.01.13
Major Resolutions
 1. Approved the company formulated the general principles of the company's pre-approval non-confirmation service policy.
 2. Approved the Evaluation Plan of the Independence of CPAs.
 3. Approved the appointment of Deloitte & Touche to handle the 2023&2024 annual financial and tax report audit (review), certify and the audit and non-audit fees.

 Resolution: unanimous consent from all the directors present.
2023.03.15
Major Resolutions
 1. Approved the 2022 Statement on Internal Control.
 2. Approved the 2022 Business Report and Financial Statements.
 3. Approved the case of the company's uncollected accounts receivable within 3 months of the normal credit period in the fourth quarter of 2022 are not classified as capital   loan cases.
 4. Approved the Chart of 2022 Deficit Compensation.
 5. Approved the Company's 2022 Capital Surplus Cash Dividend.

 Resolution: unanimous consent from all the directors present.
2023.05.10
Major Resolutions
 1. Approved the 2023 First Quarter Financial Report.
 2. Approved the case of the company's uncollected accounts receivable within 3 months of the normal credit period in the first quarter of 2023 are not classified as capital loan   cases.
 3. Approved the revision of company's the "Regulations on Financial Business Transactions of Specific Companies, Group Enterprises and Related Persons".

 Resolution: unanimous consent from all the directors present.
2023.06.27
Major Resolutions
 1. Approved the election of the convenor and meeting chairperson of the second audit committee.
 2. Approved the company apply for entry into Ciaotou Science Park.

 Resolution: unanimous consent from all the directors present.
2023.08.09
Major Resolutions
 1. Approved the 2023 Second Quarter Financial Report.
 2. Approved the case of the company's uncollected accounts receivable within 3 months of the normal credit period in the second quarter of 2023 are not classified as capital   loan cases.
 3. Approved the evaluation case of the company's accounts receivable and related contract assets (liabilities) allowance losses.
 4. Approved the revision of the company's "self-assessment operating procedures".
 5. Approved the land leasing case of Ciaotou Science Park of our company.

 Resolution: unanimous consent from all the directors present.
2023.11.07
Major Resolutions
 1. Approved the 2023 Third Quarter Financial Report.
 2. Approved the case of the company's uncollected accounts receivable within 3 months of the normal credit period in the third quarter of 2023 are not classified as capital loan cases.
 3. Approved the company's capital increase in Brogent Hong Kong Limited.
 4. Approved the company plans to handle the issuance of the fifth domestic secured convertible bonds.
 5. Approved the revision of the company's "internal audit system".
 6. Approved the company's amendment to the "Regulations for the Administration of Agents of Managers".
 7. Approved the company's amendment to the "Pre-approval review methods for Pre-Approved Non-Assurance Service Policy".

 Resolution: unanimous consent from all the directors present.
2023.12.11
Major Resolutions
 1. Approved the 2024 Operating Budget Plan.
 2. Approved the 2024 Audit Plan.
 3. Approved the company's amendment to the "Pre-approval review methods for Pre-Approved Non-Assurance Service Policy".

 Resolution: unanimous consent from all the directors present.
Annual Work Priorities The committee convenes seven meetings in 2023.
Key work matters: revision of the internal control system, review of the Ciaotou Science Park entry, appointment of CPAs, remuneration and independence assessment, review of quarterly financial reports and annual financial reports, assessment of the effectiveness of the internal control system (audit plan and internal control Declaration review), etc.


Performance Evaluations for the functional committees
Evaluations of the functional committees (Audit Committee and Remuneration Committee) focus on: Degree of participation in company operations, understanding of the duties of functional committees, improving the quality of decisions made by functional committees, composition and member selection of functional committees, and internal control. Self-evaluation results were “Exceeds standards” and “Excellent,” showing that Brogent’s functional committees are properly and efficiently serving their functions. The results were reported to the Board of Directors on January 13, 2023 and January 23, 2024.